0001047469-13-007756 Sample Contracts

YuMe, Inc. [ ] Shares(1) Common Stock ($0.001 par value) Underwriting Agreement

Underwriting Agreement • July 25th, 2013 • YuMe Inc • Services-advertising agencies • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 25th, 2013
• Company
  YuMe Inc
• Industry
  Services-advertising agencies
• Jurisdiction
  New York

Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Barclays Capital Inc. As Representatives of the several Underwriters,

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Investors’ Rights Agreement • July 25th, 2013 • YuMe Inc • Services-advertising agencies • California

• Contract Type
  Investors’ Rights Agreement
• Filed
  July 25th, 2013
• Company
  YuMe Inc
• Industry
  Services-advertising agencies
• Jurisdiction
  California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 28, 2011, by and among YuMe, Inc., a Delaware corporation (f/k/a Yume Networks, Inc.) (the “Company”) and the undersigned holders of the Company’s Preferred Stock, listed on Exhibit A hereto (each an “Investor”, and collectively, the “Investors”). This Agreement amends, supersedes and replaces the Company’s Amended and Restated Investors’ Rights Agreement, dated September 15, 2010 (the “Prior Agreement”).